Ultimates Vol 4: A Deadly Shade of Green
by T. L. Veselka
Summary: It all comes together in this penultimate arc of my Ultimates Saga. Bruce Banner is imprisoned and his fellow prisoner has sinister plan in mind for the disgraced scientist. Sequel to Ultimates Vol 3 Final Chapter is up.
1. A Deadly Shade of Green Pt 1

**The Ultimates #12**

 **A** **Deadly Shade of Green, Part One:**

 **Prison Break**

 **The** **Ultimates . . .**

After facing down 9/11 most Americans thought they could persevere through it all but then disaster struck again in the form of a vicious super human known as Graviton and it was by sheer luck and overwhelming numbers that the black ops team known as "The Howling Commandos" had brought the immensely powerful man down. Almost immediately thereafter General Nick Fury had been tasked with forming a more public team to take care of threats like Graviton. With Uncle Sam's blessing Nick Fury trimmed down some of the excess programs and set about forming a super human team he had dubbed "The Ultimate Humans" or the more PR friendly "Ultimates".

 **The** **Story So Far . . .**

Nick Fury revealed his Ultimates to the world with a bang during a rescue of the very guests who were there to see them. Their introduction was a success but it seems nothing good can last for long. Jan teased the rash Bruce Banner into working feverishly on the super soldier serum overnight, missing his date with his new girlfriend Betty Ross. When Betty breaks up with him Bruce, self-injected with his new serum, turns into a massive Hulk that escaped the Triskelion and wreaked havoc downtown. After causing hundreds of millions of dollars worth of damages the Ultimates were finally able to bring him down, Fury hiding Hulk's alter personality from the public.

 **A** **Page from Karl Lykos** ' **Journal**

Most people would consider a botanist that goes to the heart of Antarctica foolish at best but I have great faith in my eye witness who reported a fern growing in Antarctica. After all Kevin Plunder had been there at least five times himself nut the last time he never came back. I'd like to say this was a search and rescue mission, but there was no way I could get funding for something like that. I do know a lot of rich eccentric botanists, thanks dad, I just had to convince them a fern could grow in Antarctica. Sad to say that was the easy part.

The expedition has been riddled with disasters, three of my twelve men have frozen to death. One was killed by a fall down an ice wall and another went mad and ran into a blizzard naked. The rest are morose and it is slowly turning to bitterness which could turn into mutiny if left unchecked. Even some of the dogs have frozen to death, I pray we find Kevin's marker soon.

One strange thing is that while everyone else has been getting more and more worn down I feel better than I ever have in all my life. Yesterday when we were done with our ten mile trek everyone else fell into the tents, exhausted. I, on the other hand, could have hiked another ten miles. I have so much energy I can barely sleep. It seems the weaker my company gets the stronger I feel.

 **Ryker's Island, off the coast of New York City**

Doctor Leonard Samson had never thought he'd be analyzing the world's most dangerous criminals for SHIELD. Across from him was a prime example, Karl Lykos, one of Shield's most wanted, evidently one of the most powerful superhumans in existence and batshit crazy. Thankfully Karl was sedated enough that even having this conversation was a great effort.

"How do you feel knowing you may go to trial for the deaths of five soldiers and acts of terrorism?"

"How do you feel being constantly surrounded by murderers and terrorists?" Lykos grinned at him crookedly.

"I am full of hope I can help them," Dr. Samson peered over his small-lensed glasses at Karl. "This session is not about me, it's about you. Now, please, stop avoiding the question and help me understand."

"Understand what?" Karl's tone was undeniably hostile. His eyes flashed green but then faded right back to their normal brown.

"You cannot transform," the doc told him flatly. "Just get it over with and tell me what motivated you to do what you did."

"What motivated me?" Lykos laughed with much more energy than he should have. It was a wild maniacal laugh. "What motivates a tiger to hunt a deer? Does a bear need a motivation to eat a salmon?"

"What are you saying?"

"Don't you see? It's instinct. I just knew its what I was supposed to do. I am the predator and you all are the prey!" Karl, still wrapped in a straight jacket, lunged at the good doctor.

Dr. Samson stood up and tried to back away but stumbled over his coffee table in his surprise. As he tumbled backward Lykos was upon him trying to bite him like some sort of rabid animal.

"Help!" Samson finally choked out, desperately trying to hold Lykos' bloody mouth at bay from his genitalia. The man must have bit his own tongue in his cannibalistic lust after Samson's flesh.

"Sir!" Startled guards poured into his office.

"Get him off me!"

Shield agents piled onto the madman, hefting him bodily from the prone psychiatrist. He screeched and foamed at the mouth struggling against the guards.

"You can't stop me! I am the messiah! My Brothers, the mutants, will rise and we will reclaim the Earth from the scourge of humanity!"

"Get that nutcase out of here," Samson thrust one quivering finger in the direction of his door.

"Humanities reign is nearly over!" Lykos screamed as the guards drug him squirming down the hallway.

"What a psycho," Samson breathed, knowing full well he had used the term incorrectly. "I need a raise."

 **An** **Hour** **Later . . .**

Each new inmate came with their own special challenge. Doc Samson was astounded by the similarities between Karl Lykos and the man that was about to be delivered to Rykers', Bruce Banner. Both were scientists on the brink of a great discovery transformed into monstrous versions of themselves. Banner had to be constantly sedated to avoid triggering his transformation.

"The prisoner has arrived and has begun processing," a guard came to his door to inform him.

"Thank you, agent Ross," Samson nodded, locking his computer so that no one could access the patient files. These prisoners were of the highest security and many of them kept top secret from the public. Leonard was one of the few people in the world who knew Bruce Banner was actually the creature now being called the Hulk.

Were Lykos' and Banner's conditions related? Fury's official files indicated that they had nothing to do with one another and in fact had never met. Doctor Samson didn't trust Fury any further than he could throw him, and considering he had the typical psychiatrist's physique, that wasn't very far.

Samson fit a Shield earpiece in his right ear and tapped the side, "I am on my way to administer the psychiatric exam on the inmate."

After an elevator ride down six floors and a long walk Samson found Banner in his straight jacket, drooling, tied up in a metal chair. Two guards were posted at his side and two more had been at the door not that any of them would do any good if Banner went all Hulk on them.

"Look at his glossy eyes and his gaping mouth, you've got the man so doped up he's a vegetable. How am I supposed to conduct my exam if he can't even form a coherent thought?"

"He is to remain heavily sedated at all times via injection," General Fury stepped out of the shadows, his one good eye glaring down at Samson.

"How am I supposed to do my job when you keep interfering, General?" Doctor Samson clenched his teeth in frustration.

"Your job is to obey my orders," Fury barked. "Now how could I possibly interfere with that?"

"This isn't the last word on this, General."

"I believe it is, Doctor," Fury dismissed him with a wave of his gloved hand. "Take the prisoner to his cell. We're done here."

Banner wasn't even aware as they wheeled him to the elevator and rode it down ten flights underground. He didn't really notice as he passed various super-powered individuals, including Graviton. He didn't see as they stopped in front of his empty cell and the prisoner across the hall, one Karl Lykos, looked up sharply. No one saw as the crazed mutant smiled viciously while they unloaded the sedated Banner onto his thin cot and left him there.

"A feast fit for a king," Lykos muttered under his breath, literally drooling with anticipation.

Banner lay still, completely unaware of his surroundings.

 **Ellen Degeneres Show**

"With us today is the fabulous Janet Van Dyne and her adorable husband Hank Pym, otherwise known as the Wasp and Giant Man respectively. So, tell us, what's it like being America's superhero power couple?"

"It'll be better when I get this knee brace off."

"Oh, I don't know it seems pretty stylish to me. Jan, I hear you're quite a style aficionado, what do you think?"

"Look at that face, he's adorable, I could I say anything negative about my big hunk Hank?"

"Now that you've saved New York what are you going to do next?"

"Well Ellen, between press interviews and helping with the rebuilding effort we don't have time for much else."

"I hear you have been invited to make cameos in Marvel Studios' latest space epic, Guardians of the Galaxy Volume Two."

Oh my gosh yes, I can't wait to meet Chris Pratt. He's so funny."

"Can you tell us anything about who you'll be playing or maybe a hint as to where they'll be going with this one?"

"I believe we have a clip, don't we Hank?"

"Sure."

"This is actually from the opening scene . . ."

 **CNN News**

"Today they've finally cleared the streets of the damage done by the mysterious creature known as the Hulk. Captain America himself was there helping to clear the last bits of rubble with his super strength. Director of SHIELD Nick Fury as there as well fielding questions from the press."

"Here's some of what he had to say . . ."

"Shield has dedicated itself to finding where these creatures are coming from and putting a permanent stop to it."

"General Fury, what do you have to say about the rumors that these creatures have been coming directly from the Triskelion itself?"

"That's exactly what they are, rumors, nothing more founded on nothing more than speculation and a desire to want to find someone to blame."

"What about the video circulating online of the Hulk jumping from the Triskelion to Manhattan?"

"Anyone can easily tell upon a closer inspection that it is fake, the video quality alone throws its veracity into question."

"With the Hulk now contained how can you justify a bloated budget that the Ultimates requires?"

"If the Hulk incident has done anything it has proven that the Ultimates are needed now more than ever. Strange occurrences are on the rise and those that threaten the world can guarantee that the Ultimates will be there to contain them."

"For the full interview go to to . In other news North Korea continues to make threats of violence . . ."

 **Ryker's Island**

Bruce Banner was probably the most lucid he had been since the incident. Samson had countermanded orders and stopped his injections in favor of pills and had even lowered the dosage a little.

Bruce wished he hadn't.

With awareness came memories. His consciousness was wracked with memories of fully trained men screaming in pain and fear, with the crunch of bones crumpling under his fists like paper. He remembered children screaming and being pleased by the sound. He couldn't wait until the next pill came.

"Can you understand me?"

Bruce groggily looked up, realizing for the first time he wasn't alone in his confinement, across from him sat a man in tattered prison garb with long stringy brown hair and intense green eyes. He was almost as skinny as Banner though he carried himself much more confidently.

"Are you still doped up to your eyeballs?"

"Where am I?"

"Oh good, you can understand me," the man's crooked grin made Bruce shudder with a strange creeping dread.

"Where am I?"

"Ryker's, though I don't see the point of telling you. You're just going to take those pills they give you and forget everything we talk about again."

Had they spoken before? Bruce could swear he had never seen the man before in his life, but then again he didn't even remember how he'd got to Ryker's. He didn't know what to believe.

"What do you mean?"

"I really don't want to bother repeating myself all over again."

Repeating himself again? Exactly how many times had they talked and how long had he been imprisoned? The questions began burning some clarity into his drug-addled mind. He was a scientist after all and scientists needed answers.

"Please, how long have I been here?"

"Tell you what, Bruce, you don't take your next pill and I'll tell you everything I know one last time."

Bruce wasn't so sure. The memories of what he had done as the Hulk burned in his mind like acid, but then again the questions burned almost as much and the distraction brought him some measure of peace.

"Fine," Bruce nodded. "I'll not take my pills."

"Good," his neighbor smiled. Again Bruce shuddered. "They should be here soon, let me tell you how to trick them into thinking you took your pills."

 **Los** **Angeles**

Several bums decorated the street like grotesque caricatures of what the Ultimates had come to the City of Angels to combat. Giant Man, Black Widow and Black Knight all had to stay behind due to their injuries. Cap, Jan, Hawkeye and Fury surrounded a graffiti-covered warehouse while Iron Man circled high above, surveying the situation for them. This was a problem that definitely affected Americans.

"Eighteen heat signatures inside, though two of them may be victims as it looks like they are tied up," Iron Man informed them through their earpieces. The victims are upstairs together two guards with them, everyone else is downstairs."

Cap and Fury were positioned outside the front entrance, crouched and ready for action, Wasp and Hawkeye were posted at the side entrance. Fury nodded at Cap. The Super Soldier turned and slammed his heel into the wooden door. It flew back violently into the warehouse, crashing into a Mexican cartel member, it broke his arm and three ribs and knocked him out before anyone had a chance to react.

"You are all under arrest under the authority of Shield," Fury shouted as he charged into the warehouse with his AR-15, Cap covering him with his shield.

At least eight cartel members immediately opened fire with their automatic weapons. Cap and Fury crouched behind the shield. An arrow suddenly thudded into the middle of the firing squad of drug dealers.

"What the hell?"

Then it exploded.

Six of the eight cartel members that had opened fire were sent flying while the remaining two dove for cover. They turned just in time to see Hawkeye ducking deftly behind cover, they opened fire.

"Forgot about me, boys?" Wasp suddenly appeared in front of the tatted gangsters. She thrust her hands forward before they turned their guns on her and blasted them with her now infamous sting blasts. They fell to the floor unconscious.

"I took down the Hulk, you drug-dealing cartel gangster are nothing," Jan sneered at the two prostrate gang members.

"Jan!" Cap called out just before tackling her to the floor.

The sound of gunfire ricocheting off Cap's shield stopped Jan from whatever she was about to say.

"Don't forget the remaining cartel members."

The six free cartel members had come to their gang's aide a little late. Now though they had the four heroes pinned down with a constant hail of gunfire. With a crash corrugated tin and wooden beams rained down on the six armed gangsters. Iron Man landed in front of them with his repulsors extended forward.

"I strongly suggest you stay down."

The gangsters must have agreed because none of them moved from their prone positions under the rubble that had been the warehouse roof.

"Let's get to the victims," Fury commanded. The Ultimates followed his charge to the only set of stairs.

"Don't come any closer!" A gangster kicked open the door a young woman crushed in his arms, a gun grinding against her temple. "You do and she dies!"

"Everything is going to be okay," Cap reassured her. "Everybody just calm down, I'm sure we can resolve this."

"Hey!" the cartel member suddenly pointed his gun at them. "Where's the fifth one of you?"

A flash of light and the gangster dropped his gun, his hands cupped his face as he screamed.

"Right here," Jan proclaimed proudly as she grew back to normal size.

"Dammit, Janet!" Fury called out to her. Good thing Cap had enhanced reflexes, his shield zoomed past her into a gangster who had been leveling his gun to Jan's head. Jan gasped in shock, unable to think or move. Cap leaped past her. He grabbed his shield as it bounced back to him and slammed the gangster a second time.

"Hijo de puta, no sabes con quien jodes," the gangster spat out of his grinning bloody mouth.

"Shut up!" Cap slapped the man across the face with the back of his red-gloved hand. The rest of the Ultimates went silent and watched on in shock. "You stain your own countrymen's name for your greed. You are willing to let children die in the streets so you can get rich! You have no right to speak!"

Cap began pummeling the gangster over and over again with his bloodied fist until Hawkeye and Fury grabbed him from behind. Cap whirled on them, his face a mask of rage.

"Stand down, Captain," Fury ordered in the sternest voice he could muster. "We got 'em, we've won." Cap's threatening pose relaxed and his face fell into confusion. Behind him the young woman looked on in horror.

 **Ryker's Island**

Karl Lykos was ready to bring his plan to fruition, his only worry was the gamma-powered power dampeners. It was a brand new technology and never tested against the likes of Sauron and the Hulk at once. He could hear the guards coming to let them out for their daily hour of sunshine.

"Remember to act sedated," he called out to Banner. He had deceived the man, making him think he had lost weeks in a drug-induced haze when had truly been a matter of a few days.

"I know," Bruce responded, the fear and irritation clear in his voice.

Karl put on a bored expression, a struggle in and of itself for he could feel his nerves tingling in anticipation of freedom.

"Okay, Lykos, you know what time it is," a bored prison guard intoned. "Turn around and face the wall with your hands behind your back."

"Yes, sir."

Thinking the normally feisty Lykos was being sarcastic the guard sneered with annoyance. "Don't forget what happened last time you tried something." A stifled whimper came from Banner's cell.

This was going to be easy.

Lykos did as he was instructed, also kneeling for further reassurance that he wasn't resisting. "Is the sun out today? I feel like I could really use some vitamin D. I'm cooperating I want to go outside."

"Shut up."

"Yes, sir."

The guard smacked him on the back of his head, Karl saw stars. He seethed inside, his blood boiling, but on the outside he remained calm. The guard cuffed him and hauled him to his feet, pushing him roughly outside his cell.

"Donaldson, get Banner and let's get this over with."

A big burly guard hoisted Bruce over his shoulder and tromped ahead while the remaining three guards surrounded Lykos and began to march him toward the elevator. The next few minutes were tense for Karl as his head still smarted from the guard's abuse and he could feel a headache coming on.

Good thing he knew he was going to feel much better soon. Better than he had felt in all his life.

They reached the outer enclosure without incident. It was actually a pretty nice area for a couple of Shield's most wanted criminals. The grass was thick and green and a few random bushes grew about the yard. Seagulls called as they wheeled about outside the massive electrified wiring that covered the enclosure. Soon Karl would join the birds in the sky, he could feel the wind beneath his wings already.

Banner lay limply, as always, right next to the enclosure's entrance right where agent Donaldson had dropped him. Karl smiled as they shoved him past the gateway and locked it behind him. Revenge truly was a dish best served cold, and these dolts had delivered the means by which he would take it.

"Hey Banner, did you know that they use your own research to keep you sedated? Twisted jerks."

"How am I supposed to stay calm and 'sedated' when you tell me stuff like that? Leave me alone."

"Sorry," Karl faked remorse. I just thought you had a right to know you're responsible for this entire facility."

"Leave me alone, Karl," Bruce growled, his face straining to feign relaxation.

"Well, what do you want before they kill you, puny Bruce?" Karl outright mocked him. "The truth? No, I think you want to live a drugged up lie. "You can't handle what you've done, you're too afraid. I think you've got to own that shit, Bruce, you're a monster plain and simple."

"Shut up!" Bruce outright shouted, sitting up, startling several guards.

"Lykos, step away from Banner or you will be shot, this is your only warning!"

Karl had to take a gamble, he very slowly backed away but continued his verbal assault. "You're a monster, Bruce! Embrace it, enjoy it! There's not a feeling more liberating. Be free while you still can because you will either rot in here or they will kill you!"

A warning shot was fired in the air. Both of the prisoners jumped. It was just what Lykos had needed. Banner's eyes flashed a radioactive green, his skin turned chalk pale before transitioning to a slate gray.

Karl Lykos wept for joy as he jumped onto the quickly growing Banner. "Yes! I've never felt such energy!"

Shots rang out as bullets embedded themselves into Sauron's back. He screeched, his skin turned green, he turned as his jaw bones popped and cracked as they transformed into the maw that was Sauron's.

"Too late!"

"Open fire!"

The air erupted in automatic gunfire. Bullets pounded into the dinosaur-like mutant, he screeched in pain but refused to let go of Banner, whose transformation had paused halfway through.

"So much power it burns!" Lykos had fully formed into Sauron and now began to glow with energy. Banner began to shrink back into his normal human form. Sauron tossed him aside like a piece of trash.

"It's too much!" Sauron suddenly cried out in surprise. "It's more than I can contain! how is this possible?" Indeed his glow brightened into a full on radiant shine like the sun. He began to scream.

Green energy burst forth from his mutated body, slamming into the guards that had been firing at him. The energy cascaded past them into Ryker's prison and caused the walls to tremble and crack. Glass shattered and the electrical dome above them was torn asunder, sparks rained down on the few remaining conscious below.

Sauron slumped to the ground, exhausted but still in his powerful form. Suddenly without warning a second explosion rocked the prison walls and ceilings crumbled underneath the gamma-enhanced explosion as the power dampeners overloaded. Sauron, still very impervious to harm, was flung away with no more harm than some singeing and scrapes and bruising.

No one else was nearly as lucky as Ryker's collapsed, crumbling to the earth and taking all its inhabitants with it.


	2. A Deadly Shade of Green Pt 2

**The Ultimates #13**

 **A Deadly Shade of Green, Part Two:**

 **A Greener World**

 **The Ultimates . . .**

After facing down 9/11 most Americans thought they could persevere through it all but then disaster struck again in the form of a vicious super human known as Graviton and it was by sheer luck and overwhelming numbers that the black ops team known as "The Howling Commandos" had brought the immensely powerful man down. Almost immediately thereafter General Nick Fury had been tasked with forming a more public team to take care of threats like Graviton. With Uncle Sam's blessing Nick Fury trimmed down some of the excess programs and set about forming a super human team he had dubbed "The Ultimate Humans" or the more PR friendly "Ultimates".

 **The Story So Far . . .**

Nick Fury revealed his Ultimates to the world with a bang during a rescue of the very guests who were there to see them. Jan teased the rash Bruce Banner into working feverishly on the super soldier serum overnight, missing his date with his new girlfriend Betty Ross. When Betty breaks up with him Bruce, self-injected with his new serum, turns into a massive Hulk that escaped the Triskelion and wreaked havoc downtown.

After causing hundreds of millions of dollars worth of damages the Ultimates were finally able to bring him down, Fury hiding Hulk's alter personality from the public. Banner is sent to super villain prison where the energy parasite Sauron soon sucks all of the Hulk's energy from Banner and uses it to cause a massive gamma explosion. He then escapes, leaving Bruce and all the Shield employees buried in the rubble.

 **A Recording of Leonard Samson's Briefing on Karl Lykos**

 _Karl Lykos is an interesting study in multiple personality disorder, his powers, while innate, completely change who he is as a person. The question is whether the personality existed before his powers manifested and is just heightened by them or if they somehow changed his brain enough to manifest a completely new personality. As far as my research has turned up there was no indication of the Sauron personality before the trip to Antarctica. The trauma experienced during that trip may have contributed to the creation of the Sauron personality._

 _There were, however, some interesting things that did come up in my research into Lykos' history. There were numerous indications of a history of childhood abuse. His social skills were a bit atrophied and he had a tendency to back down from any confrontation. There was no indication though that he had acted out in any way. No history of trouble in high school or university, no problems at work other than a long short-term disability claim that may have been due to depression._

 _SHIELD keeps him so drugged up it's hard to create an actual linear conversation with the subject. He wanders from one topic to the next, the most interesting as a psychiatrist is the Antarctica trip. He seemed to gain confidence and begin to manifest symptoms the weaker the party became. I believe his power had already manifested itself as a survival mechanism and that is what actually killed his expedition. I believe he had no idea at the time. Does he understand what he is doing? Has he become Sauron or is Karl Lykos still the dominant personality? It's hard to say._

 **Las Vegas, NV**

The hot dry wind sucked the moisture from Steve Rogers' skin as he stepped out of the Las Vegas airport. Nick Fury was behind him, sliding a cigar out of his pocket and putting it in his mouth, he had already cut it in the airport.

"Now I remember why I haven't flown civilian since becoming a lieutenant." Fury grumped, he held a black steel lighter up to the end of his cigar and started to puff. "I will never understand why you insist on it."

"We should never be above a civilian lifestyle," Steve said matter-of-factly as he ducked into the black unmarked SUV that was waiting for them. Fury rolled his one good eye. He respected Cap but sometimes he sounded hokey even to the head of SHIELD. They drove on in silence.

Fury watched as Cap grimaced at the glitz and glamor of the Las Vegas Strip. Fury doubted Rogers would ever fit back into the world outside of SHIELD or the military. He was a man very much outside his time and there was no way of getting him back to his own time. Fury sometimes felt the smallest twinge of guilt that he was so happy to have Cap at his side in SHIELD. Literally a boyhood fantasy come to life.

"I don't understand how I could have _any_ family," Steve finally mentioned turning from the window to face Fury.

"Believe it or not your mother had a baby at the ripe old age of 45," Nick told him. "When you died she found comfort in a government official who had been sent to keep his eye on her, to make sure the nazis never came for your family. He overstepped his bounds and they were eventually married and had a son."

"I read the briefing, he died in Vietnam, leaving behind a son who would grow up to fight in the Iraq and died there. Did I read it correctly that the boy's mother committed suicide and that is why he is an orphan?"

"He's got good foster parents," Fury reassured Rogers. "My people checked them out thoroughly."

Cap pulled out a small photo of the young man they were going to see, his great-great nephew. He was definitely a child of his times, long hair and an earring were the first thing he noticed. He had to keep reminding himself he was in a different era, those things no longer meant one was a trouble-maker.

"We're here," Fury pronounced as they pulled up on a beige house in bland suburban neighborhood. It was strange for Cap to see cacti and other desert plants adorning yards rather than a green grass lawn. Gravel crunched under his feet, he was surprised to feel his stomach clench with nerves. Cap had gone up against entire armies with almost nothing but a small contingent at his back and not thought twice, but meeting his last living relative, a teenager, was turning his stomach to jelly.

"Go ahead," Fury motioned with his hand, indicating he wouldn't be joining him. Steve walked up to the large pine door and rang the doorbell.

The door popped almost immediately, a young man of about sixteen stood before him, his pants tight and his hair long.

"Rick Jones?"

"Cap? I can't believe you actually showed!" A huge grin spread across the boy's face. Cap suddenly relaxed a fist he hadn't even realized he had been clenching. "Mom! Dad! He's here! Come on."

Rick Jones motioned him into the house with a glitter in his eye and a wave of his head. Cap smiled and followed the boy into the house. Nick Fury watched on from the black SUV with a self-satisfied grin on his face.

 **Betty Ross' Apartment, New York City**

Betty had been given leave since the incident in Bruce's lab. She sat in her chair, her eyes puffy and swollen from crying. What had she done? She had provoked Bruce into becoming a monster in order to impress her. Was she that demanding? Did she have such high standards to drive a person to such madness?

The topic she dared not think about was what was haunting her the most. What was going to happen to Bruce? Tears welled up in her eyes and she got up and walked over to her window to look out at the cityscape. Anything to distract her mind. Deep in the back of her mind she knew what they were going to do with Bruce. He was like a ticking time bomb. They were going to cut the wires.

They were going to execute Bruce. She was sure of it.

She wiped away yet another tear to see something that surprised her. Plants right outside her window. Right outside the window of her twenty-fifth floor apartment. Oh she had seen some moss grow recently on the sill of her window but this was different. Ferns, giant ones, were sprouting from the side of her apartment building. Something flew by in a flurry of molting feathers. It had been a pigeon once now is was becoming something else entirely.

Wiping away her tears Betty poured a glass of wine she had on the counter ad looked back outside. It hadn't been her grief-riddled imagination. Insects grew to fifty times their normal size. She could see below giant green and brown reptile that looked oddly like dinosaurs.

Something was obviously seriously wrong.

Suddenly an enormous pterodactyl swooped down out of nowhere and gobbled up whatever that pigeon had been turning into. Betty turned and ran from her window, careful to get out of view. She quickly grabbed her cell picked it up she realized it had no signal just as she heard her glass window shatter behind her.

 **Medical Wing, Triskelion**

The transformations were happening all over New York, that included the Triskelion's medical wing. Natasha lay irritably in her white hospital bed, it was completely adorned in flowers of all colors and varieties. Laying across from her was Dane Whitman, better known as Black Knight, smirking at the unwanted attention and affection his partner-in-arms was receiving.

That was why he was the first to notice the flowers suddenly squirm about, transforming into larger, more primitive versions of themselves. His eyes bugged out and Natasha quickly spotted what was happening.

"We have to get out of here!"

"What about our bunk mate?" Dane nodded toward a guy encased in a steel and glass tube to his right.

"The guy who got hurt in the cryo labs during the Hulk incident?"

"Yeah, Gregor."

"He'll probably be safer in here," Widow declared coldly.

"Right," Dane nodded in agreement. He tore the intravenous tube from his veins and tossed the flimsy hospital sheet away from his body. He groaned as he stood up, he had a fe cracked ribs, a broken arm and a cracked skull. He was going to let a few flesh wounds keep him from whatever weird cool thing was happening.

Natasha had fared a little better with a few broken ribs and a broken wrist but little else. Besides, Dane knew by now, she healed faster than any human had any right to. She grabbed him under his arm and they helped carry each other out of their medical room. They opened the hallway door into pandemonium.

Nurses and doctors screamed as a few tiny velociraptor looking creatures ran about hissing and snapping at the staff. They only came up to knee height but their wickedly curved claws and gleaming fangs were enough to make even to two heroes pause before leaping into the fray.

Natasha grabbed a crutch from a screeching passerby and swung it with deadly accuracy into the nearest Dino. "Where is my sword?" Dane called out as he kicked a waiting wheelchair into another creature just before it bit one patient in the leg. The mini velociraptor turned on Dane and hissed, its intense yellow eyes staring him down like it knew there was no way he could win.

"Here!" Natasha cried out as she tossed him a scalpel she had grabbed off of a screaming doctor running by. The creature leapt, extending its oversized foot claws forward in a deadly attack. Just in time Dane snatched the scalpel from air and slashed the dinosaur across the face as he narrowly dodged its lightning fast attack.

The creature screamed but recovered as it landed on the tile floor and turned to glare at him balefully.

"Come on!" Dane shouted angrily, his frustration at being taken out by the Hulk starting to boil over into this battle.

The creature began to circle him as a second joined in. He kept his scalpel trained on his original attacker while a waiting hand pointed at the other. The newcomer leaped, fangs bared.

Blam! A gun reported, the attacking creature was slammed aside. Blam! The scarred one had snuck up behind Dane but the gun wielder had stopped it just in time. He looked and with almost no surprise saw Natasha with a gun in her hand and a SHIELD guard whimpering at her feet.

"Let's go!" She shouted, waving him onward.

Dane nodded at her and advanced down the hallway, bloodied scalpel in hand.

 **Stark Tower, NYC**

Conference rooms are more isolated from the outside world that most people realize. That is why Tony Stark, man in the know, was practically the last person in New York to know about the transformations.

"Now, more than ever, people are looking at technology to solve their problems." Tony looked around at his board members. Most of them greedy old men who never knew when was the time to invest.

"Sir!" Pepper Potts, his personal secretary, came blaring into the room, her green eyes were wide and frightened.

"Not now, Pepper," Tony used a shorter tone than normal.

"Sir, _everyone_ needs to see this!" She interrupted uncharacteristically. Tony was about to tell her to go again when she grabbed a remote and opened the blinds to the outside windows. She was lucky that a pterodactyl happened to fly by at that very moment.

"Holy!"

"Not again!"

"Not here!"

The boardroom erupted into white collar chaos.

"Pepper!" Tony eyed his red-headed secretary.

"Sam's already on it, sir," she turned and opened the glass door so Tony could exit. He pushed his way through his board members and the two fled the conference room.

"Happy, how long?" Tony shouted into his phone.

"Less than one minute, Tony."

"Whose suiting up?"

 **Gym, Triskelion**

Clint dodged a bright yellow burst of energy emitted from Jan's Wasp suit. He tumbled aside quickly let loose a couple blunt-tipped rubber arrows to keep her busy while he recovered and repositioned himself behind the gym weights. She dodged the arrows and recovered quickly, diving after him relentlessly.

SHIELD had recruited Clint as a teen from the circus, he had learned many carnival professions including tumbling and acrobatics as well as archery. That is where his penchant for the bow and arrow had begun. He was more agile than even the willowy Wasp as she zipped about like her namesake.

Hank entered the gym expecting to find his girlfriend alone. At first he frowned at finding her with the fun-loving suave young Hawkeye, but watching them mock battle he realized Hawkeye was in it for the training alone, his face stitched in concentration as he attempted to win against the super-powered Wasp with nothing more than a simple bow and arrow.

Clint ducked behind the punching bag before flipping over exercise mats, narrowly avoiding another blast of yellow energy. Foam and sparks flew past him as he reversed course, ducking back behind the punching bag before shoving at the approaching shrunken Wasp.

"Little hardcore for practice, don't you think?" He nudged his head toward the shredded mats before firing a small crossbow hidden on his left wrist. Wasp barely dodged the much quicker bolt. In the time following the Hulk incident Hawkeye had recovered well, it helped that no permanent damage had been done to his best friend, Black Widow. He kept moving, knowing that was his only option, much like in life, if you don't keep moving it leaves you behind, or worse.

"I just like to see you sweat," Wasp flirted over their private channel in his earpiece.

Hawkeye frowned. "Look, Jan, I don't know what arrangement you and Hank have, but frankly I'm not interested. I don't have time or want the drama."

"Are you serious?" Jan spat. "It's just practice banter, get over yourself, oh my god!"

She suddenly let loose with a barrage of blasts unlike anything Clint had seen her do, even against the Hulk.

Hank smirked as he watched on, if she had tried anything it had obviously not gone well for her.

 **Ryker's Island**

The rubble of what was left of the prison settled with the dust. It was eerily quiet after such catastrophic events. A bird chirped. Without earning the dusty rubble exploded outward, sending debris a hundred yards away. Emerging from the hole the rubble left was a radioactive green hand, massive and oozing even brighter blood. A transformed Hulk pulled itself from the wreckage.

It's slate gray skin had changed to bright green when exposed to the gamma radiation. It's eyes glowed green and more cunning than ever. The massive form of Hulk glanced about, it knew what it was looking for, Sauron. Hulk growled in annoyance when it failed to spot him. Hulk crouched, its massive coils of muscle tightened and let loose with more power than any hydraulics could hope to replicate. It's fluorescent green form faded into the pale blue sky.

It was a moment before anything else dared stir. Eventually dust stirred as more rubble was disturbed by shaking movements. A massive cinder pillar lay over yet another hole in the rubble. Pale fingers grasped the pillar and slowly and impossibly shoved it aside. Doctor Leonard Samson pulled himself free from the wreckage that had been his place of employment. He was covered in his own red blood but also the glowing green blood of both Sauron and the Hulk.

Just as Samson pulled himself free of the rubble he fell in exhaustion. He panted for a moment trying to catch his breath and piece together what happened. As the blood of the mutated humans seeped into his open wounds it began to burn. He wiped at it but it was too late, he had been contaminated.

Leonard Samson fell into convulsions as his body mutated within seconds, his muscle bulk easily quadrupled in seconds as his dark brown hair turned green. As the transformation finished he fell into unconsciousness, but he didn't change back like the Hulk would have.

 **Medical Wing, Triskelion**

Vines and ferns overran rooms and hallways as staff fled futilely in every direction. Massive centipedes and dragonflies roamed the hallways. The only people who seemed to be keeping their composure were the red-headed hospital-gowned BlackWidow and her partner-in-arms Black Knight. They were ducking behind a massive vine that was as thick around as Hulk.

"Did you see a radio?" Dane asked, grasping at his ribs as he gasped for breath. Ichor from giant insects and hostile reptiles covered his hands and arms. He now had a gun of his own but still held the scalpel in his left hand.

"Yes," Black Widow glanced at her agonized companion and glanced quickly over their cover. "I can recover it in less than a minute."

"You know I would feel better about this if I actually did something," Dane panted looking at her, trying to disguise his pained expression.

"Then cover me, idiot," she smirked before leaping over the vine. Dane pulled out his gun and fired off a couple at a massive bug thing that reminded him of a horseshoe crab. It screeched in a spurt of yellowish blood and collapsed.

Natasha dodged a dead body and ducked behind a counter were an eviscerated nurse lay with a radio in her hand. Natasha had to yank it hard to relieve it from the woman's death grip.

"Clint!" She growled into the radio before dashing back to Black Knight. "Come on, this is BlackWidow, is anyone from the Ultimates program on the radio? Come on! Someone answer me, dammit!"

Dane looked at her with worry etched obviously in his eyes. While not stoic, he never showed this much emotion. His worry clawed at her throat, making it hard to breath. She had to quiet her rapidly beating heart and heavy breathing.

"Nat?" A voice came over the radio.

"Clint!" Widow nearly cried in relief.

"Ummm, I'm kinda dealing with some stuff," Clint hinted.

"So are we here, in the medical wing," Widow emphasized where they were. She waited for Clint's response with bated breath.

"Be there in a minute, Nat," Clint finally replied.

"No!" Widow knew they had to find the source of the occurrence. Their best bet was either Fury or Stark and Fury was in Las Vegas with Cap. "I have an idea, let's meet outside."

"See you there, Nat," Clint's voice was like steel.

 **Gym, Triskelion**

Clint clicked the radio from the dead guard on his belt. He grabbed two weights of about 40 pounds and hurled them at the two advancing giant beetles one was able to turn and deflect the blow but the other collapsed with a _crunch_ as the weight crashed through its exoskeleton into its soft innards.

Wasp finished off an insect of her own. She grew to normal height. "This is just gross. What the hell is happening?"

"You heard Black Widow, let's get outside," Hawkeye gestured at the door. "We aren't going to learn anything cooped up in here."

"I don't know, this is probably the safest place we could be," Was stepped back from the archer.

"I'm betting this has something to do with the pterodactyl guy we found in the Savage Land," Hawkeye said. "We're going to have to go outside to figure this out, wouldn't you agree, Hank?"

Hank suddenly grew out of nowhere and stood next to his comrades. "I figure you're probably right."

"You were there the whole time?" Wasp asked in shock.

Hank ignored her. "Let's go." Hawkeye nodded and the two raced to the door just now realizing it was choked with vegetation from some Paleolithic era.

They ducked weird bugs and moving plants as they delved deeper into the jungle. At the front of the line Hawkeye hacked away with a long dagger he always had strapped to his side. The dangers came in a tidal wave, he felt as if he were in a video game. It helped him deal with hacking through innocent animal after animal as his trembling exhausted arms became covered in thick blood of prehistoric predators.

Over and over he had to hack at some living theme and hear it gurgle its last breaths as they callously moved on. Bile built up in the back of his throat. He had definitely taken many a life but they had always been people who earned it. True monsters. These animals were mutated by whatever was happening. He could be killing his neighbor's kitten Mittens for all he knew. He eventually became numb, as always, and he almost didn't realize when stumbled upon a waiting Black Widow and Black Knight.

"Snap out of it, Hawkeye, we've got a satellite phone," Black Widow snapped her fingers in his face. "Contact Fury, I've got to gather some intel."

Widow thrust a thick phone into his hands. He pressed it to his ear and quickly dialed a number he had memorized since before his induction into the Howling Commandos. It rang a few times before Fury finally answered.

"I personally made sure I would not be interrupted today," Fury barked.

"Look, I know you are probably watching some beautiful touching reunion moment right now but we need you back. Now."

"I ask for one day."

"Dinosaurs are overrunning New York."

"I'll be right there."

"Good," Hawkeye hit the end button.

"Meanwhile I want you to sit tight," Fury began before he realized no one was listening. "Hello? Damn. Driver, get ready to go to the SHIELD base. Cap is not going to like us interrupting his only vacation."

 **Triskelion, Manhattan**

Clint hung up the satellite phone. He looked at what was left of the Ultimates on Triskelion Island. Wasp, a woman who was so self important she'd no idea everyone was watching her self-implode. Giant Man, a scientist so timid he didn't belong in a competition let alone a battlefield. Black Widow and Black Knight, who he would normally trust implicitly but they had sustained severe injuries in their first battle against the Hulk.

"Let's go," Black Widow motioned them toward a speedboat. They poured aboard and began speeding across the bay. Tentacles rose above the water's surface but were soon cut down by Wasp's sun bright stings and Clint's specialized arrows. Thankfully, Hawkeye had thought to bring them both their weapons and their SHIELD superhero uniforms. Black Widow had efficiently changed in front of everyone with no shame, Cap wouldn't have approved. Dane hid behind the passenger seat as he donned his costume and fastened his black gleaming sword.

"Have you ever thought of adding a shield to your weapons? It would make your code name more appropriate," Clint joked as he drove the speedboat through the unusually choppy New York Harbor.

"I should talk to Cap's stylist about that."

"You should."

"Alright, I will."

They landed at Manhattan harbor with no one to greet them.

"We have to find Sauron, you know he's behind this," Black Knight observed, drawing his black-bladed sword from which he took his name.

"Oh believe me," Black Widow pronounced coldly. "We will find him and we will get rid him once and for all."

A massive flying insect resembling a wasp zoomed toward them from the city.

"This one's mine," Jan shrunk back down to insect size and zoomed forward. The team watched as took out the wasp creature with rapid-fire stings that tore through its wings. It fell to the cement, flightless and squirming.

"I always wished I could hunt dinosaurs when I was a kid," Clint gave a crooked grin and notched an arrow.

"You would," Dane quipped.

"Let's move!" Widow barked. The five Ultimates charged into a crumbling jungle-ridden Manhattan. It was eerily quiet.


	3. A Deadly Shade of Green Pt 3

The Ultimates #14

A Deadly Shade of Green, Part Three:

Green vs. Green

The Ultimates . . .

After facing down 9/11 most Americans thought they could persevere through it all but then disaster struck again in the form of a vicious superhuman known as Graviton and it was by sheer luck and overwhelming numbers that the black ops team known as "The Howling Commandos" had brought the immensely powerful man down. Almost immediately thereafter General Nick Fury had been tasked with forming a more public team to take care of threats like Graviton. With Uncle Sam's blessing Nick Fury trimmed down some of the excess programs and set about forming a super human team he had dubbed "The Ultimate Humans" or the more PR friendly "Ultimates".

The Story So Far . . .

Nick Fury revealed his Ultimates to the world with a bang during a rescue of the very guests who were there to see them. Jan teased the rash Bruce Banner into working feverishly on the super soldier serum overnight, missing his date with his new girlfriend Betty Ross. When Betty breaks up with him Bruce, self-injected with his new serum, turns into a massive Hulk that escaped the Triskelion and wreaked havoc downtown.

After causing hundreds of millions of dollars worth of damages the Ultimates were finally able to bring him down, Fury hiding Hulk's alter personality from the public. Banner is sent to super villain prison where the energy parasite Sauron soon sucks all of the Hulk's energy from Banner and uses it to cause a massive gamma explosion. He then escapes, leaving Bruce and all the Shield employees buried in the rubble.

Fury and Cap meanwhile are away in Arizona meeting Cap's last known relative, a teenage Rick Jones. Hulk escapes and Sauron uses his powers to turn New York into a prehistoric nightmare which the remaining splintered Ultimates must brave to end Sauron's prehistoric reign of terror once and for all.

A Recording of Doctor Faustus' Initial Thoughts on Karl Lykos

Karl Lykos was received by Shield intelligence after the Savage Land incident. They thought he was no more than a smart creature only for him to slowly revert to human form upon the loss of his powers. Was he the timid scientist who had embarked on a discovery mission years ago or was he this Sauron, ruler of the prehistoric Savage Land that he had created?

Either intrigues me. If he is the timid scientist then how did he come across such power? What made him so special that he could be a part of any being he so chooses? His very existence brings to mind questions that mankind is not ready for. What was to stop Sauron from changing the entire world in his image?

One also has to wonder why the subject chose the name Sauron with the emergence of his new persona. Was it simply because the subject was a fan of the Lord of the Rings or was there a more sinister reasoning? Unfortunately the drugs have addled his brain past even my considerable hypnotic abilities and we may never get our answers. Someone should have the courage to change his prescription so we can get the answers we need, the security of the nation may rest on that choice.

Manhattan, NY

The air in Manhattan was as hot and humid as any jungle. Strange sounding creatures cried eerie moans as the faraway rumbling of giant feet backed them up like a strange primeval orchestra of death. Hawkeye noted people huddled and shivering in terror, hiding from the strange world their city had become. From the smears of blood and occasional recently stripped human skeleton, not everyone had been so lucky. Huge trees and ferns grew from every level of nearly every building, each of them occupied by all manner of flying reptiles, or whatever they were.

"How are we going to find Sauron in all of this?" Hank, the scientist who knew he didn't belong with the group, asked.

"Easy," Widow's visage hardened into ivory. "Find the center of this mess, that's where he'll be."

"So we just head straight into his giant death trap," Hank groaned. "Sounds reasonable."

"Stay in a circle, the best you can," Dane growled back at Hank and Jan as wiped thick ichor of his blade. Clint and Widow were eyeing each other, communicating more in a glance than most could in a sentence. Hank envied them that, they weren't a couple but they had the kind of communication that any couple wished for. He glanced at Jan but she refused to look back at him.

Hank's shoulders slumped as he let out a deep ragged sigh. Jan glanced back at him then but it was in irritation.

"Don't worry, sci-guy," Clint almost sounded cheerful. "We'll get the world turned back to normal, you'll see."

Something suddenly collided into Hank. Dazed, he fell to the earth, something's weight pinned him down. Above him stood a massive velociraptor-like creature, it's heavily clawed feet pinned his hands to the road by the wrists. It drew back its ugly scaly head and hissed before lunging forward for the kill.

"No!"

Before it could clamp it's heavily fanged jaws brilliant flashes of light lit up its face. That was Jan. It reared back and screeched. Recovered from his initial stun Hank grew, towering over his attacker.

A couple arrows thudded into the dinosaur's side. It let out a painful hiss, took one look at its would-be prey, and took off into the jungle. Hank was panting, it all happened in a matter of seconds.

There was no way he was ready for a situation like this. He brushed himself off, after a brief second of staring at each other everyone turned and continued on their way without another word. No one had to say anything but Hank knew they were way in over their heads.

—

Manhattan Skyline, NY

Iron Man stared in awe at the mutated Manhattan Skyline below him. Where once was glimmering steel and glass now stood tropical vegetation swarming with thousands of scaly new residents. This had to do with that weird pterodactyl man they had found in the Savage Land.

"If I were Fury where would I have kept you?" Iron Man asked himself out loud. He scanned the forest of skyscrapers below him, hoping for a clue.

"You know, boss," a voice came over the comm system in his helmet. "Right before Manhattan went all prehistoric on us Pepper recorded a massive explosion. Don't know if it's got anything to do with that guy you're looking for."

"Coordinates?"

"Sending now to your HUD," Happy informed him just as a layout map of Manhattan splayed itself before his eyes.

"Harlem it is," Iron Man confirmed before rocketing towards his destination.

"Be careful," Happy mumbled into his mic. Iron Man didn't hear over the roar of his thrusters.

In mere seconds Iron Man cut his thrusters and slowed his arc across Harlem scanning for an area more damaged than everywhere else. It didn't take long. A massive crater surrounded by piles of rubble stood out like a zit on a teenager's nose. He slowly lowered himself down to the wreckage-strewn street. Surprisingly most everyone had fled the area.

"Sunset, scan the area for life signs," he doubted there would be any. Much to his surprise to beating red dots appeared on his HUD, displaying exactly where the survivors were buried amongst the rubble.

He jogged over to the first signature. Please don't let it be too late. He grabbed a chunk of wall and heaved it aside. There under that piece he had uncovered the head and torso of a man, bloodied and bruised but thankfully still connected to the rest of his body buried under the rubble. His suit-enhanced strength helped his quickly heave aside any big pieces and soon he was dragging the man out by his armpits and placing him gently down.

"Help!" came a voice. It was weak and hoarse. Iron Man clambered clumsily over the jagged pieces of cement until he found a hand wriggling free of a hole.

"I see you. I've got you."

"Please . . ." The voice was getting weaker.

"Hold on!" He couldn't let this happen. He was Iron Man. No one was supposed to die on his watch, especially not innocent civilians. He grabbed pieces of mortar and rebar and hurled them aside with little care to where they fell. He could tell by the slender arm and tufts of long hair sticking through the cracks that this was a woman.

"I'm almost there!" He called out. No response. His throat caught, he froze for a moment, he almost couldn't bear to keep digging. The feeling passed, he had to dig. Quickly he resumed his work.

Soon her was pulling her the rest of the way out of the wreckage. The helmet still registered life signs, though faint.

"Sunset, contact emergency services and get them here, now," Iron Man stared down at the comatose young woman, bloodied and bruised just like the last.

All circuits are busy.

"Keep trying."

Then he remembered the third life sign. He spotted the beating red indicator, it was on the far side of the crater. Stepping away from the still unconscious civilians Iron Man launched himself over the crater. He spotted his target before he even landed, the man was already halfway out of the debris.

Iron Man landed, blowing up dust, causing the man to stir. Now that he had landed Iron Man took full stock of his rescuee. The man was massive, like one of those body builders you only see on TV, his hair was long and brilliant green. He had to be one of the prisoners held here with pterodactyl man.

"Who are you?" the man asked, staring intensely at him with equally brilliant green eyes.

"I could ask you the same question," Iron Man hesitated. If he helped the man could he be aiding and abetting a known criminal?

"I am Doctor Leonard Samson, resident psychiatrist at what used to be a Shield criminal holding facility."

"Suuuuuuuure."

"Why is that so hard to believe?"

"I don't know any psychiatrists that looked like they are hopped up on twenty different kinds of steroids or dye their hair green to match their eyes. And I know lots of psychiatrists."

"What are you talking about?" a look of genuine confusion crossed Leonard Samson's face. Then he looked down at his thickly muscled arms. "Holy Christ!"

"Why don't I get you free and then you start telling me everything you know?" Iron Man offered Samson a gold and red metallic hand.

Later . . .

"It has to be the Gamma radiation we used to energize the power-dampener. Their bodies must have found some way to metabolize it."

"Are you sure you didn't see the way they fled?"

"I was kinda busy with the building collapsing around me."

"And mutating. Make sure to get that checked out, Doc," Iron Man had corroborated Samson's story by hacking into Shield files.

Emergency call finally placed. She said it could be some time before an ambulance arrives.

"I've got a new task for you," Iron Man glanced in the direction of the two people he had previously pulled out of the crumbled building.

"Search for any traces of Gamma radiation leading away from this site."

Traces found.

A greenish haze appeared on his HUD made up of millions of tiny markers indicating traces of Gamma radiation. "Good luck," he managed before rocketing off to follow the radiation trail.

"Good luck yourself," Samson told the quickly diminishing figure of Iron Man. "You're gonna need it."

It didn't take Iron Man long to discover where at least one of the fugitives had gone. A giant nest had been built around the spire atop the Empire State Building and he could see a large winged form circling.

"Sunset, call Fury on his personal line."

You know he always tries to block me.

"Just do it!" Iron Man hugged the sides of buildings anywhere he could, he wasn't ready to be seen yet.

Wow, okay. He just sent me to voicemail.

"Keep calling."

I knew you'd say that. Already on it. He really does not want to be disturbed. I will persist.

"WHAT?!" Fury practically screamed when he finally picked up moments later. "I'm in the middle of an international crisis here!"

"I know, and I've got your crisis in my sights. Top of the Empire State Building, and he is not alone. He's got a swarm of flying reptiles following his every move. This is not going to be easy or maybe even possible."

"Sit tight," Fury's tone was suddenly very different. "I've got people already on their way. They can help."

"It better be the Ultimates."

"It is." Fury hung up his phone and glanced at Cap as they settled into their private jet. "I'm so sorry I had to cut your visit short, Cap."

"New York needs us."

Fury nodded before pressing dial again on his phone. "Hawkeye, Widow, who just picked up? Jan, listen, Sauron has been spotted at the Empire State Building, get there as fast as you can, Iron Man is waiting for you. I'm coming as fast as I can. Do whatever it takes to stop him, you hear me? Whatever it takes!"

By the time he was done shouting his orders his jet had already taken off and was angling for the eastern seaboard. Cap simply stared out the window in silence. Fury noticed, though he pretended not to, nothing escaped Fury's notice.

Empire State Building, NY

By the time the four Ultimates reached the nesting area all four of them had copious amounts of blood on their extremities literally and figuratively. They were all panting from exhaustion, even Hank who had avoided violence whenever possible, which hadn't been all that often.

With a dull roar Iron Man came swooping in low for a landing. Before he finished the four of them plopped to the ground and groaned.

"I am not climbing all those stairs," Clint said, waving one hand lazily at the landmark building.

"You won't have to," Iron Man told him. "Giant Man, shrink down and get into one of Clint's many pockets, careful of the sharp objects. Widow, you and Hawkeye grab my wrists and hold on tight."

"What?" Hawkeye asked. "No. There's no way."

"Now, Clint!" Widow barked as she grasped around Iron Man's wrist. "We don't have time for this!"

"If you drop me," Clint pointed a finger at Iron Man's faceplate. "I'll spend my last second killing you with one of my arrows."

"Wasp," Iron Man continued, ignoring Clint's very real threat.

"I'll be right behind you."

Hawkeye hesitantly grasped Iron Man's wrist, Hank already having settled into one of his covered pockets on his vest. Clint's heart was beating so loud he was surprised Sauron hadn't heard it already and attacked.

Without warning Iron Man rocketed upward, yanking hard on Clint's left arm socket. He gritted his teeth as they flew past floor after floor. He didn't dare look down, he had trained as a tightrope walker and trapeze artist but this was a whole new level of heights. Soon vines trees and plants began to grow thickly out of the side of the building. They were nearing the top.

Iron Man slowed as much as he could before cresting the top of the massive nest. He tossed them inside before looping then heading down to land. Just before he landed a flash of green collided into him. The two disappeared over the side of the nest with an unearthly shriek.

"Sauron!" Jan shouted as she rose up to join them in the nest. "He has Iron Man, we've got to help!"

A repulsor blast shattered through the bottom of the nest followed by a desperately flapping Sauron. The creature his as it flapped aside to the left. With a loud crack Iron Man followed suit. Vines, branches and dried mud exploded everywhere as the two titans dove and spun above, weaving a deadly aerial tapestry.

"I can't get a clear shot!" Hawkeye growled, much to everyone's amazement. Hawkeye never missed a shot.

"They're too fast!" Widow agreed with him.

"Those flashes of light don't help either," Wasp noted. She placed her own goggles over her eyes, they turned black in response to the brilliant display. Wasp looked more like her namesake than ever. "I got this!"

"Jan, no!" Hank blurted out.

"Forget it, Hank, you can't talk me out of this." There was a dizzying zip sound and she had shrunk down to insect size.

She zoomed in close enough to hear Iron Man. "You used to be a man of science! What happened to you?" The hero was trying to talk Sauron down even as he dodged the monster's razor sharp claws and flashing maw.

"I'll be the one to take you down," Jan sneered as she pointed her hands and let loose with all she had.

Her yellow energy sting pummeled down on the Cretaceous-themed villain. There was a shriek from Sauron but when the lights faded Sauron simply glared up at her with his round blood red eyes and hissed. She shrunk back, rapidly trying to reverse her direction but he clambered through the air faster than should be possible.

She could smell his fetid breath, reeking of fish and long dead things. She could feel the wind of his wing beat. She was too late, he was already upon her.

"Don't forget me, ugly," Iron Man shouted before unleashing blasts from both his repulsors.

A single black claw raked across Jan's back before the blasts hit, knocking Sauron aside. Jan cried out and tumbled through the air. Thinking fast Hank grew as fast as he could while running up the vegetation the sprouted around the spire. Carefully he reached out and caught Jan.

"She's wounded!"

"Soon she'll be dead!" Sauron hissed as it dove straight for Hank. The superhero shrunk from sight, still holding Jan. Sauron pulled up, realizing too late he had forgotten about the land born Ultimates. Gunfire erupted all around him. He folded his wings and dove, spinning at the same time. A few bullets still managed to graze him and one thudded into his leg.

Sauron hissed in pain but happily noticed as the wounds began to heal almost instantaneously, a unwilling gift from that big green idiot. Sauron smiled as he dove for the two Ultimates huddled back to back below him. Neither of them had superpowers, what chance did they stand? They could be a light snack before he had his main course. He licked what remained of his lips.

Clint tossed aside the now worthless pistol and pulled his bow from his back. "He's coming right for us!"

"So I see," Widow practically whispered before letting loose with both of her Widow gauntlets. Twenty rounds of electrically charged darts and twenty poison-tipped ones launched from her wrists.

Sauron spun, trying to dodge them all, he got lucky with the poison darts. Three electrical darts buried themselves into his flesh and only then let out hundreds of volts into the monster's body. Sauron did nothing but smile, all forms of energy could be devoured by his enormous hunger.

"You're only feeding it!" Hank suddenly called out as he grew back into view, his girlfriend holding onto him for support. "Sauron absorbs all forms of energy, though some can temporarily hurt him his body will adjust and adapt to it."

"What are you saying?" Clint shot another arrow after Sauron who had been forced to re-engage with Iron Man. "That he's impossible to beat?"

"No," Widow grinned, pulling a few throwing knives from her thigh-strap. "We just gotta smash and cut him up."

"I probably wouldn't have put it quite so succinctly but basically she is correct," Hank curled his fists.

"Smashing isn't exactly my specialty, but I can do some cutting," He notched a normal bladed arrow.

"Problem is, I can't do either," Jan looked genuinely disappointed.

"You keep outside the action," Widow ordered. "Keep us coordinated and out of danger. That's what you can do."

"I want to be part of the action."

"Believe me," Widow sympathized. "I understand, but right now you're more of a liability than anything else if you engage with Sauron. Only one of us who is a bigger threat to the team is Iron Man we gotta stop him from using his repulsors on Sauron and just get him to punch the hell out of that prehistoric bastard!"

Jan looked like she was going to protest again but in the end she nodded her head in agreement and stayed silent.

"You're injured, you should be staying out of the fight anyhow," Hank tried to reassure her. She pulled away from him and glared.

"Henry Pym, don't you ever tell me what to do again," Jan shrunk once more and zipped away. Hank sighed.

"I could use some help up here!" Iron Man's distorted voice came. "What the hell's going on down there?"

Suddenly an arrow shredded through Sauron's wing. The half-man hissed and glared below at Hawkeye wearing a snarky grin, notching another arrow. Sauron dove aside, swooping below the nest, out of sight.

"Iron Man!" A tiny voice screeched up at him. "Iron Man, listen to me! Sauron is absorbing all your energy you must only use physical force against him."

"Are you crazy, talking bug?"

"It's me, Wasp, you idiot! Oh no! Here he comes again!"

Indeed, Sauron swooped up behind them from under cover of vegetation, claws extended. Iron Man turned and instinctively fired off another blast at Sauron, knocking the beast back but only a little.

"Iron Man!"

"Sorry, Wasp," Iron Man didn't sound the least bit apologetic.

Sauron swooped in again, arms out menacingly. This time Iron Man waited, pulling back as if trying to fire a repulsor but as soon as he was close he launched forward and clocked the pterodactyl man across the face. With an embarrassing squawk Sauron tumbled backward through the air.

Iron Man looked at his gauntleted hands and discovered a spurt of radiant green blood across his knuckles. "Now that's what I'm talking about!" Sauron righted himself and sneered up at Iron Man.

"You're tiny victory will be short lived Iron Coward!" Sauron's hissing flat voice made the man in the armor shiver. He couldn't let his enemy know that. So instead he dove at the former scientist.

He slammed into Sauron's midsection and the two crashed against the spire. Instead of a squawk of pain or hiss of pain Iron Man heard an eerie dry rasping sound that was still unmistakably laughter. Suddenly Sauron clamped down with all four limbs on Iron Man's armor and dug in tight.

The pilot was protected from his claws by the armor, though it was beginning to shred, there was something much more pressing. The armor's battery began to drain and fast, then he realized how bad the situation truly was, as his battery drained Sauron grew, soon he would fit in the mad beast's palm if this kept up.

Iron Man rocketed away, twisting, diving, turning, anything he could to dislodge his energy leech, but the more he protested the more heavy Sauron became.

Somewhere above the USA

"How much longer?" Fury barked.

"If I go any faster, sir," the pilot hollered back. "The Jet would fly apart. We're not far out anyhow."

"Cap, are you here with me?" Fury turned his attention to the sentinel of liberty. "You've been awfully quiet."

"I didn't realize I had any family left." Cap still didn't look Fury in the eye. "How is it that the boy is my family and yet neither of his parents are?"

"His father was your relative but he died in a car accident years ago, the man the boy calls dad is his step-father."

"It's convenient, don't you think?" Cap asked, still looking away. "You finding my only family only now."

"To be honest, Cap, with everything we've had going on I didn't have anyone look too hard until now." Fury's eyes narrowed. "What are you implying, soldier?"

"Just noticing an awful lot of coincidences lately, Fury," Cap answered turning and looking at Fury with steel in his eyes. "Did I ever tell you that I don't believe in coincidences, my friend?"

"Neither do I," Fury returned his gaze. "We'll talk about this once we get New York back to normal. I need your head in the game, Cap."

"Oh it's in the game, Fury."

"Drop in sixty!" The pilot called back.

"Let's go, Cap."

Somewhere Above Manhattan

The wind rushed through Cap's ears as the city appeared below him. This wasn't his first drop, they were old hat to him. He could do this with his eyes closed but the view that greeted them made that impossible. Manhattan was now a jungle wasteland. Below him stretched miles of green mixed with steel and shattered glass.

Circling in the air around him were hundreds of tiny pterodactyls, studying him with their large yellow eyes. As he drifted closer to the Empire State Building Cap caught sight of the massive nest, newly blasted holes and all. His sharper than human eyes caught sight of Iron Man lying in the broken nest, unmoving. It looked like Hawkeye and Black Widow were at the edge of the nest firing their weapons above them. A sudden tiny smoke trail signaled Wasp's fall.

Cap angled his parachute, he was going to end this. As he prepared himself he saw Hank attack and fall much like his girlfriend. Only Clint and Nat were left. Things were beginning to look desperate. It was Cap's time to shine.

It seemed Sauron remembered his two antagonists below at about the same time. Turning about the dinosaur man dove toward the two very human Ultimates, not even noticing Cap and Fury's approach. Waiting until just that moment Cap cut himself free from his parachute and plummeted into a free fall.

Pulling his shield from his back Cap used it to smash into Sauron's spine. The impact sent them both sprawling through air, out of control. Cap fought to twist his body into position to lessen his impact, it was harder than it looked. Suddenly a vice-like grip had him and he slowed his descent.

"I'll be telling this story for the rest of my life," Fury was grinning from ear to ear. "The day I saved Captain America's life!"

"Focus on finishing saving it!" Cap called out just before they both crashed into the already pock-marked nest. They tumbled for a good twelve feet before sliding to a dusty halt.

"Captain!" Widow cried out, racing toward them.

"Fury!" Clint was right behind her.

They were both covered in deep gashes from Sauron's giant talons. Cap struggled to his feet and helped Fury to his feet.

A piercing shriek stopped everyone in their tracks.

"Captain America! I have already absorbed the full power of Iron Man!" Sauron had grown as large as the Hulk now and twice as wicked looking. "You think you can stop me with a shield? I defy anyone to try and stop me now, for now I have the strength of the Hulk and Iron Man!"

Cap was in shock for a moment, this creature had taken down the Hulk? What chance did they have?

"I am stronger than all of you combined! No one can stand in my way! After you are gone there will be nothing left but snacks, I must savor my final full meals. No one is stronger than Sauron now!"

"He's right with Hulk's strength on top of Iron Man's he's unstoppable," said as he whipped out another bladed arrow.

Sauron rose into the air above them. "Widow, get Jan and Hank to safety. Fury, I need you and Hawkeye to cover me, this shield might be able to hurt the beast. If not keep Widow covered long enough for her to get to safety."

"I don't like this, Cap," Clint began.

"Quiet, Clint."

"No I mean it, Cap. There has to be a better way."

"And I mean it, shut up, don't you hear that?"

Just then Sauron dove for them.

"It's just a dinosaur roaring."

"Way up here?"

Just then something huge and green appeared over them, colliding with the diving Sauron. The two writhing green forms smashed into the spire, knocking it tumbling down to the city streets below.

"Is that?" Widow asked.

"The Hulk," Fury spat.

"But he's green."

"He's changed color before," Fury reminded them.

Hulk wrestled Sauron to the floor of the creaking nest. "Hulk strongest!" Hulk roared in Sauron's face. Sauron smiled.

"I was hoping you would show up so I could finish what I started," Sauron grabbed Hulk by the wrist and immediately began to grow. The Hulk jerked away in shock, looking at his wrist.

"Don't let him touch you, Hulk," Cap called out to his former frenemy. "He sucks your energy, use a weapon!"

"Shut your interfering mouth, human!" Sauron took a chunk of concrete and hurled it at Cap.

Hulk leaped forward and caught the slab in his left hand. Hulk then turned, gave a terrifying smile at Cap, then leaped at Sauron. Hulk brought the slab crashing down on Sauron's head, bright green blood smeared across his knuckles, he brought the slab down one more time with a sickening thud. The concrete slab crumbled under the extreme force.

For a moment Sauron lay still and Hulk dropped him unceremoniously, sneering at the fool who had dared challenge him. With a quick flick of the wrist, the seemingly unconscious Sauron grabbed Hulk by the ankle. Immediately the power drain took effect, Hulk scrambled backward only to trip and fall, Sauron's hand still with a death grip on his ankle.

Hulk finally kicked himself free of the prehistoric villain's grasp. By then it was too late, Sauron rose to his feet, his head wounds already sealing. "Are you prepared to die, Hulk?"

Hulk glanced around in confusion then glared at Sauron and roared. His voice echoed down to the jungle-ridden streets and terrified herds of dinosaurs. Sauron confidently strode toward Hulk with a sneer somehow plastered across his dinosaur face. Hulk glanced up and leaped.

"That's it Hulk, run!"

Hulk landed, grasping the side of Empire State's spire then broke off the last feet of it. With a sneer of his own Hulk leaped back towards Sauron.

"What are you doing, Hulk? I will leave you an empty husk!"

Hulk wielded the end of the spire like a baseball bat and brought it careening towards Sauron's head. The villain barely brought his arms up in time to save his skull. The both broke on impact.

Sauron roared. Everything below both elbows was pulverized under his skin, his forearms dangled limply perpendicular to his elbow. Before he could recover he brought the makeshift bat across Sauron's ribs causing a loud crack. Sauron tried to flee but it was hopeless. Hulk brought the spire across his back with a sickening thud. The villain collapsed. He could no longer feel his legs.

"Hulk, wait!" He screamed desperately.

"Hulk strongest!"

That's when the beating began in earnest. Sauron tried to scream something else but by then it was just a loud gurgle, and then he was silent.

The Ultimates huddled with Fury around the powerless Iron Man. The entire building shook with every blow the savage Hulk landed. There was nothing to save them if the nest collapsed.

"I'm not sure this is any better," Clint watched as Hulk continued to pummel the pulp of what was left of Sauron's body. Green blood and offal splattered all over the nest and the top of the building, mercifully Hulk finally stopped. His massive chest heaved for a few breaths then he roared like a wild animal laying claim to a kill.

The Ultimates watched in horror as the Hulk spotted them and began to walk menacingly toward them. His hands and forearms were covered in radiant gore, splatter was all over his body. He still carried the bloodied stump of the spire, most of it had been broken off while he shattered every bone in Sauron's body. It was a formless pile of good, Clint thought he could still hear it dripping.

Hulk stopped about eight feet from them and glared silently for a moment. He raised his empty fist as if to strike them. For several seconds he didn't move.

"Leave. Hulk. Alone!" The green goliath pronounced each word carefully.

"Okay, big guy," Cap finally answered for them all. Fury's glare was ice cold as it sank onto Cap.

Hulk huffed, snarled at them, then turned and leaped high into a brightening sky.

Later

"Oh thank God we're almost done!" Clint moaned as he helped a barely conscious Hank down the stairs.

"Quit complaining," Widow barked behind him, she was carrying Wasp who was still unconscious.

Cap was already on the last few steps, Iron Man slung over his shoulders. Fury was right behind him.

"How is he?" Clint called out.

"Judging by how much he's complaining, he's fine," Cap half-smiled.

Clint laughed, it felt odd to laugh. He was bruised all over, deep gouges scored his body and at least two of his fingers were broken. Thing is, he was better off than most of them, except Fury. Everyone was injured somehow, most of them would need months to heal.

Just as they were finally leaving the building Clint could hear Cap shouting about something. He tried to hurry.

"Can you believe it? It's all changing back to normal!"

Clint could see the plants receding, animals writhing on the ground as they turned back into their modern day selves. Then came the people. Clint was panting, trying to catch his breath with bruised ribs was not easy. A crowd began to gather around them.

"It's the Ultimates!"

"They must have saved us!"

"Thank you!"

"Where's my husband?"

"Please disperse," Fury shouted, barely disguising his impatience. "An air transport will be landing here shortly to take us back to base!"

2 Hours Later

Fury sat in his office all patched up, he felt much better with a cigar clamped between his lips and a double-shot of whiskey in his hand. He knew he should be doing damage control but right now he needed to rest. His vision rested on his office phone. He sighed. He knew he should make the call. He picked up his hand set.

"Betty, it's Fury," glanced up as Cap came sliding into his room, he waved for the super soldier to sit. "I know you had to have seen all the ruckus earlier."

"Yes, Bruce's alter ego was involved. Don't worry Betty he's alive. And free. I wouldn't bothered to have called myself if it weren't the truth. Okay, Betty. Bye."

"You wanted to see me, General?"

"I believe I owe you the rest of a conversation."

"I was hoping you had forgotten that."

"Forgotten what?"

Cap smiled.

Elsewhere

Betty hung up her cell phone and let her arms hang by her side. She stared out her massive window overlooking thesis setting on the half-ruined city of Manhattan. She couldn't really see anything though as tears of sorrow and joy filled her eyes, blurring her vision.

She wondered where Bruce was now. Far away from his old life where he had never fit in she hoped, free. The thought brought a small smile to her face.

Next Arc: Character Growth - the final arc of Ultimates shows exactly what the Hulk and Bruce Banner have been up to, plus someone else leaves the team.


End file.
